Of Mice and Mutants
by David J. Warner
Summary: The infamous X-Men/Pinky & the Brain Crossover. Based on both animated series.


**OF MICE AND MUTANTS**

The X-Men/Pinky & The Brain crossover

_written by David J. Warner  
_

* * *

This story (C) copyright 1996 David J. Warner. All X-Men characters used within this story are the intellectual property of the Marvel Comics Company. Pinky and the Brain are the intellectual property of Warner Bros. and WB Television Animation. All rights reserved.   


This document is freely distributable via print or electronic means, provided its content is unaltered in any way, shape or form. Sale for profit of this story without the expressed written consent of the author and the copyright owners of all non-original characters in this story is strictly prohibited. 

* * *

**PART ONE - THE PLAN  
**

Night falls slowly on the dark laboratory building. The light of the half moon and a nearby street lamp casts the ominous shadow of barred windows on the floor. At the edge of these shadow bars, the outline of the edge of a small cage breaks the monotony of the pattern. This cage, which sits on a table in the corner of the room, is not unlike any other cage where small laboratory animals are kept. The animals in this cage, however, are most unlike anything even the lab's scientists would dare to expect. 

"Look, Brain! I can run backwards on the treadmi_wwaaaaaa_!!!"

As one mouse spins out of control, another sits in front of a large notebook and scientific calculator, formulating quantum physics equations that rival those of the laboratory's daytime employees themselves. 

"Why does that end result seem so logical?" he mutters to himself as he looks upon his friend, who is hurled from the treadmill to the opposite corner of the cage, where he lands with a thud on the thin metal bars, then on the floor. 

"Whee! Hahahaha! Poit!" the dizzy mouse shouts. "That was fun, Brain! You should try it sometime! Narf!" 

"Snap out of it, Pinky," Brain replies, grabbing his friend by the neck and shaking him out of his stupor. "We have more important things at hand. I am mere moments away from completing my most masterful attempt to take over the world. First, I must use telepathy to open the cage." 

He picks up a small book, reads a few passages, then closes his eyes and concentrates on a paper clip sitting on a desk in the opposite corner of the room. The paper clip suddenly balances itself on its edge, then flies directly into the lock of cage door. Brain fiddles with the clip, and in no time, the cage is open, and the mice walk freely across the table. 

"Tell me, Pinky," Brain says, "what is the one thing on which modern man is most dependent?" 

"Ummmm...their daily horoscopes?" replies Pinky. 

Brain grabs him by the nose and looks him directly in the eye. "Energy, Pinky," Brain says, snapping Pinky's nose back and walking to the edge of the table, "electrical energy. Without it, lights cannot function, communications devices are incapacitated, and man is plunged into eternal darkness." 

"Oh, right, energy," says Pinky, rubbing his nose to smooth it out, "right you are, Brain." 

"Of course I am," Brain replies indignantly as he walks up to a large piece of cloth covering a large object underneath. "Now, Pinky, feast your eyes on my greatest invention yet. I call it 'The Electro- incapacitator!'"

He tugs at the cloth, revealing a large metallic contraption covered with buttons, viewscreens, VU meters, wires, and coming to a head at a small hole on a funnel-shaped end to Brain's left side. Pinky's eyes widen with amazement. 

"Naaaaaarf," he sighs. 

"Pay close attention, Pinky," Brain continues, "the Electro-incapacitator uses a complex formula to reverse the flow of electricity in one standard AC/DC outlet, affecting power and telephone wires throughout the planet, thereby siphoning power from all the world's resources and converting it to a comparatively minuscule amount of pure force, which exits from this inverted funnel. As the entire globe is plunged into an electric and communications blackout, we will use the opportunity to seize control of governments -- and take over the world!" 

"Brilliant!" Pinky shouts in delight, "Splendid idea, Brain... oh, wait, no. No, no." 

Brain winces as Pinky suddenly turns contemplative. "What is it now, Pinky?" says Brain. 

"Well, if we siphon all the power in the world," Pinky says, "where are we going to plug it in?" 

Brain looks at the outlet on the wall where the machine is already plugged in, then looks to the sky and sighs. "Your mind never ceases to baffle me, Pinky." 

"Oh, well, I do my best," says Pinky, blushing modestly. 

"Perhaps if you will allow me to demonstrate," Brain continues, walking up to the control panel of the machine. "I've currently set the machine to siphon all the power here in the city. With the push of a button, Pinky...Pinky?" 

"Gee, Brain," Pinky says, poking his head into the funnel on the end of the machine, "there's a lot of neat stuff in here." 

Brain hears the echo of Pinky's voice, cocks his brow at his companion, then presses the red button on the control panel. 

"Poit!" In an instant, all the lights in the city and the laboratory go out, and a small beam of pure force smacks Pinky in the stomach and pushes him out of the funnel and into the television at the end of the room where he lands with a light thud on the screen. 

"It's working, Pinky," Brain says as he looks out a nearby window. "The entire city is plunged into darkness." He turns to Pinky, who rests on the television screen as the beam pushes against his stomach. 

"Look, Brain!" he shouts, "I'm on TV! Zort!" 

"Yes," Brain groans, "you're already using up your 15 minutes of fame as we speak." He presses a button to turn of the machine, and as the beam dissipates, Pinky peels off of the screen and lands on the power button of the remote control. 

"In spite of your incompetence, Pinky," Brain continues as the lights go on around him, "you've presented me with a small dilemma in my plan. The force beam emerging from the Electro-incapacitator increases in strength as we siphon more power. We need some sort of material to block the beam, but where can we find something to block a force that strong?" 

Brain is momentarily distracted by the documentary on the television set, outlining the history of the sometimes outlaw mutant group known as the X-Men. "The original leader of the X-Men, known only as Cyclops," the narrator drones, "possesses a mutagenic power allowing him to emit beams of pure force from his eyes. The only material capable of blocking these powerful rays is ruby quartz, which lines his visor." 

"Yahoo, Cyclops!" yells Pinky with delight as he swings his fists in the air. "Knock out all those evildoers! Narf!" 

"Pinky," says Brain, looking at the TV screen, "are you pondering what I'm pondering?" 

"I think so, Brain," Pinky replies, "but I don't know anybody from Pawtucket." 

Brain steams, then tries to regain his composure. "Ruby quartz, Pinky," he says. "It is precisely the material we need to block the force beam of the Electro-incapacitator, and now, we know where to find some. Come, Pinky. We must find the man called Cyclops!" 

"You mean..." 

"Yes, Pinky. We're going to find the X-Men!"   


* * *

**PART TWO - THE HEIST  
**

The sign may say "Xavier School for Gifted Youngsters" on the outside, but inside, this mansion serves as the secret headquarters and training center for a small group of mutants known as the X-Men. 

On this particular night, things are relatively calm within the building. Ororo Munroe, the weather-controlling woman called Storm, creates a small rain cloud in her attic loft which waters her plants. Jubilation Lee, the young mutant pyrotechnic, lets off some steam from a hard day's studying by playing video games. At the end of the hall, Scott and Jean Summers turn off the lights and prepare for one of the few restful evenings they have shared together since they were first married. 

"Honey," Jean says, "I'm worried about Logan." 

"So am I, Jean," Scott replies, staring at the ceiling through his ruby quartz sleeping goggles. "He's been acting up even by his standards lately. All we can really do, though, is let him know that we're here for him if he needs us." 

"I know," Jean says. "I wish there was something else we could do, though." 

"You're worrying too much, sweetheart," Scott says, putting his arm around his wife to comfort her. 

"This from a man who has spent his whole life worrying about every little thing in this world and every other world we've seen?" she replies with a grin. 

"Maybe," he says, "but let's forget about it tonight. We could use the rest after everything that's happened lately." 

Jean sighs, "I suppose your right," she says, reaching over to kiss her husband. Their kiss lingers, until finally, they rest their heads on the pillows and face each other as they lie down. 

"Good night, my love," she says, "see you in my dreams." 

"I'll be waiting for you," says Scott, who smiles warmly, then closes his eyes and drifts off to sleep. Little do they know their night's rest is short-lived.   


A small toy convertible drives up to the front entrance of the school. In the front seat are two laboratory mice, while the back seat is filled with spare batteries. Brain rests the remote control steering wheel beside the batteries behind him and exits the car, while Pinky, riding shotgun, admires the building. 

"Egad, Brain!" he says as he exits the toy car, "We're finally going to meet the X-Men! Real heroes, Brain! Isn't it exciting?" 

"Thrilling, Pinky," Brain says sarcastically as he dons a small backpack. "If we're lucky, we'll avoid meeting them at all. Our goal is to get one of Cyclops' ruby quartz visors and get out without being detected. First, we must get past the front entrance without setting off any alarms." 

Brain pulls out a small spray bottle from his backpack and sprays a fine mist toward the entrance, which reveals the lasers that make up the front alarm system. 

"Splendid," Brain says. "We're short enough to avoid setting off any alarms at the front door. Follow me, Pinky." 

They walk through the front gates, unaware that they are being watched by a man hiding in the bushes. 

"Hmmph. Couple o' city mice, from the looks of it," Wolverine says to himself. "Their scent gives off something funny. Maybe I should let them go. They seem harmless enough." 

Then again, maybe not. 

_Snikt!_ "Poit!" 

Without warning, an adamantium claw unsheathes itself from Wolverine's hand and stabs Pinky in the tail. The mouse turns around to see a large, hairy, threatening looking man in jeans and brown boots growling at him. 

"Something about you don't smell right," Wolverine says. "Why don't you two find some other house in which to make a home?" 

Brain calmly turns to the feral mutant, who despite his relative size, does not instill fear in Brain, for he is nothing if not prepared. 

"Let go of my friend or I shall be forced to hurt you," Brain says. 

"Brain," Pinky sighs, "am I really your friend? Oh, happy day!" Pinky dances around until he stretches his tail too far and snaps back toward the claw. 

"You?" Wolverine growls, pointing a claw at Brain, "hurt me? Don't make me laugh, bub." 

"On the contrary," says Brain, reaching for his backpack and pulling out a small box filled with green dust. "That's exactly what I intend to do." 

Brain scoops a handful of the dust from the box and blows it into Wolverine's face. Suddenly, his scowl becomes a smile, and he begins to chortle, until gradually, he doubles over laughing out loud. 

"Come, Pinky," Brain says, "we haven't the time to dawdle. Wolverine's healing factor is extremely fast." 

Quickly, the two mice run to front porch, climb up the rain gutter and reach the roof of the building, where they crawl into an open window and lower themselves to the attic floor. As Wolverine's belly laugh begins to wear off, three odd-looking children, one in khakis, one in a blue sweatshirt and red cap, and one in a pink dress, run across Wolverine's stomach. They are followed by a portly bodyguard with a net. 

Wolverine quits laughing and watches as the children and the guard disappear into the night, his mind suddenly losing the images of what just happened. "Hmmph," he says as he scratches his head, "must be seein' things." He walks through the woods until he fades into the trees.   


Pinky and the Brain tiptoe across the attic floor, careful not to disturb Storm, who sleeps soundly on her daybed. They sneak under the door, jump from stair to stair, and crawl under another door, finding themselves in a long hallway filled with doors. 

"We have reached the X-Men's sleeping quarters, Pinky," Brain says as they walk down the hallway. "Only one dilemma faces us now -- which room is Cyclops' room?" 

"Well, why don't we ask him?" says Pinky, pointing at the blue, furry man wearing spectacles and looking over a clipboard, walking out of a study room. 

"So many contradictions in the equations of this virus," says Beast. "Even the most brilliant of scientific minds would be boggled by it all." 

"Rubbish," Brain says to himself. 

"Look, Brain!" Pinky shouts, jumping up and down with delight. "It's Beast!" 

Brain quickly puts his hand over Pinky's mouth to stifle it, but not before catching the blue doctor's attention. 

"Eh?" he says, catching a glimpse of the mice. Brain grins as he holds Pinky's mouth shut, hoping to avoid confrontation. 

"Talking rodentia?" Beast thinks. "Perhaps my fire-haired telepathic friend is correct -- I am spending too much time in the lab." 

As Beast walks off scratching his head, Brain slaps Pinky in the nose. "Apparently the concept of whispering is lost on you," Brain whispers. "We must be very careful not to disturb any more people in this building, else we face the wrath of the most powerful mutants known to man." 

"Right-o, Brain," Pinky whispers. "I'll be quiet as a mouse." 

"You are a mouse, Pinky," replies Brain. 

"Oh, well, there you are then." 

They tiptoe down the hallway, looking underneath each door to determine which room is the right one, until finally, they look on the dresser of one room and see the ruby quartz glasses that belong to that most stalwart of X-Men called Cyclops. 

"Yes," says Brain. "This is it, Pinky. We have found the ruby quartz we need. We must get those glasses and leave quickly." 

"Aye aye, Brain," says Pinky as they crawl under the door and walk quietly to the dresser. Brain pulls out a piece of dental floss with a fishing hook on one end, swings it around and tosses it up until the hook rests on a corner of the glasses. "Now, Pinky," Brain says, "help me pull them down." 

Little by little, the glasses slide across the dresser, until with one last tug, they topple off the dresser and land squarely on the heads of the lab mice. 

"This is a pain that will linger for a few moments," Brain says. 

"Poit!" a dizzy Pinky replies as his head collapses on the floor. 

"This is no time to let pain stop us," Brain says, crawling out from under the glasses. "We must take the glasses and go!" 

"Aye aye, Brain!" Pinky says, and the mice pick up the ruby quartz and head for the door. 

Jean's eyes blink open suddenly, the soft thumping sound at the door disturbing her rest. A telepathic scan of the room reveals that she and her sleeping husband are not alone. Slowly, she sits up in the bed and looks toward the door, where she finds a pair of mice trying unsuccessfully to pull a pair of glasses underneath with them. 

"I have just discovered a flaw in my plan," Brain says to himself. 

"What's that, Brain?" replies Pinky. 

"It seems we are having a devil of a time getting these glasses out of the room," says Brain. "We must find another way out." 

Before another thought can cross his mind, Brain feels himself being lifted into the air by an unknown force, along with Pinky and the ruby quartz visor. "_Yaaaaaaaaa!!!_" they shout as they come to a stop at eye-level with Jean in her nightgown. 

"Well, well," she says as she puts on her robe, "what have we here? I thought the exterminator got rid of all the rats in the mansion." 

"We're not _rats_," Brain says indignantly. "We're _laboratory mice_!" 

"You're very pretty," says Pinky. "Narf!" 

A lamp comes on, and Scott Summers looks up to see his wife standing in front of the floating mice and his glasses. "What is it, Jean?" he says. 

"Wake the Professor, Scott," she replies. "He's got to see this."   


* * *

**PART THREE - THE STUDY  
**

"This is preposterous!" Brain shouts from the cage. "I demand an explanation for why we're being held against our will!" 

"Let's examine this situation a bit more closely, shall we?" says Beast, who sits in a lab room with Professor X, Cyclops, Jean Grey, Storm, Rogue, Gambit and Jubilee. They are all gathered around the cage containing the two lab mice. "You crept under dark of night into our humble abode, induced our fine feral friend Logan into a fit of raucous laughter, and attempted to confiscate my monocular friend's favorite pair of lenses. I can only conclude from this that we are not the designates for explanation here, my intelligent rodent chaps." 

"Hallo!" says Pinky, smiling and waving at Storm. She smiles back at him. 

"Can we keep 'em, Professor?" says Jubilee. 

"I'm not sure that would be wise, Jubilee," says Professor Charles Xavier, who studies the mice with a keen eye. "These mice seem to possess abilities beyond their simple appearance. I'm thinking that perhaps they are not what they seem to be." 

"Maybe they're shapeshifters, no?" says Gambit, who casually tosses playing cards from his deck to the floor. "Maybe ol' Mystique come to pay you a visit, chere." 

"Can it, Cajun," replies Rogue. 

"Maybe they're capable of taking animal forms," speculates Cyclops. "Perhaps they possess animals to accomplish their task." 

"Actually," says Brain, "we are simply two laboratory mice hatching an elaborate scheme to take over the world." 

The X-Men all stand in frozen silence, concerned looks covering their faces. 

"Two...laboratory mice," begins Cyclops, who repeats the words slowly, trying to make himself believe them, "hatching an elaborate scheme...to...take over the world...Okay." 

"It's official, mes amis," says a grinning Gambit, holding up a diamond royal flush in his hand. "Gambit has seen it all." 

"Puh-leeze," says Jubilee. "They're just a couple of talking mice. How bad could it be?" 

"Um, pardon me," Pinky says, "but do you have any cheese? This whole trip has made me terribly hungry." 

"Why, certainly, sugah," says Rogue, who reaches for a plate of cheese behind her and picks up a small cube. Before she can drop it into the cage, however, the professor stops her. 

"Hang on a minute, Rogue," he says. "Perhaps they could give us some information first." 

"Never!" shouts Brain defiantly. "You could starve us, torture us, even erase our memories, but you'll never get the slightest smidgen of information from us!" 

Storm sits down in front of the cage and smiles. "Tell me, my small friends," she says. "What are your names?" 

"Oh, well, that's an easy one," says Pinky. "I'm Pinky, and this is my friend Brain." Brain slaps his forehead and rubs his hand down his face. 

"Well, that deserves a little somethin', now doesn't it?" says Rogue, who takes the piece of cheese and drops it into the cage. Pinky stuffs the cheese into his mouth. 

"So what brings you little fellas out here?" continues Rogue. 

"Oh, why Cyclops, of course. Narf!" says Pinky. Cyclops cocks his head at the mice. 

"Looks like you've got a fan club, honey," says Jean. 

"Me?" Cyclops says. "What for?" 

"Ummmm..." Pinky rubs his chin in thought. "Well, uh...I don't remember." 

"Yes, Pinky," says Brain sarcastically. "Stall them. That should do the trick." 

"But I really don't remember," says Pinky. "I just came along to meet the X-Men, and look, here they are! Narf!" 

"Narf?" ponders Beast. 

"Well, I bet YOU remember, you big-headed little cutie," says Jubilee, who sticks a finger in the cage and rubs Brain's head. Brain pushes the finger away. "I'm uncomfortable with that," he says. 

"If I may hazard a guess," says Beast, "it would appear, my monocular friend, that they are not here to get your autograph, but rather to pilfer your eyewear collection." 

"Of course," says Jean. "They were trying to take one of your ruby quartz visors, honey. They must need that substance to execute their plan." 

Oh, no, thinks Brain to himself, they've figured it out. They'll never let us return to the lab. They'll keep us here as their prisoners, or worse...their pets! 

"Am I the only one who thinks this whole thing is just a little crazy?" says Rogue. 

I have to find a way to stop them, thinks Brain, closing his eyes and focusing. I have to concentrate all my mental powers on... 

"You feeling okay, Brain?" says Pinky. 

"Quiet, Pinky! I'm concentrating." 

Focus, he thinks...focus... 

"Professor," says Jean, "are you picking up that signal?" 

"I certainly am, and it would appear to be coming from..." 

And...NOW! 

Cyclops ruby quartz glasses suddenly pop away from his ears and slide down his nose. "Whoa!" he shouts. 

"Get down, Pinky!" Brain pushes his companion to the floor of the cage, and the now unshielded optic blasts of Cyclops blow a wide hole into the side of the cage. The rest of the X-Men immediately back away from the small explosion as Cyclops' glasses drop from his face to the floor, and the leader of the X-Men closes his eyes immediately to hold back his concussive blasts. 

"Professor," shouts Jean, "that mouse is using telekinesis!" 

"I thought you said that was telepathy, Brain," says Pinky. 

"Never mind the terminology!" Brain replies. "Run for it!" 

The mice take off running toward the hole in the cage, only to be stopped by the sound of a "snikt" and the appearance of three adamantium claws blocking the cage. 

"You boys goin' somewhere?" says an obviously angry Wolverine. 

The mice have no time to respond before every alarm in the room sounds off at once. 

"What the...?" says Rogue. "Cerebro's gone and went nuts!" 

"Cyclops," says the professor, "turn on the mutant activity monitor." 

Cyclops presses a few buttons, and the computer immediately calls up a news feed from Florida, in which a shaky camera gets a fuzzy picture of what appears to be a muscular giant grabbing power cords and destroying things in his path in a Godzilla-like fashion. 

"Foolish little people!" he appears to shout. "You can never stop _The Shockwave_!" 

He grabs power lines and swings his fists and random buildings. "I will use all the power in the city to build my mass, and no human weapon can stop me! Once I have sanctioned enough power as my own, I will be _invincible_! And I will _rule the world_!" 

"That's _my_ job, you insufferable cretinous lout!" shouts Brain from his cage. 

"To the Blackbird, people," shouts Cyclops. "Now!" 

"Gotcha, boss," shouts Jubilee. 

"All but Jubilee," interrupts the professor as the rest of the X-Men run out of the room. 

"But, professor..." 

"No buts, Jubilation," the professor interrupts. "You have not handled a situation of this magnitude before, and I fear your powers may only serve to fuel this Shockwave person." 

"What about Storm and her lightning bolts?" retorts Jubilee. 

"Storm also has the wind, rain and fog at her disposal," replies the professor calmly. "She can use those to the X-Men's advantage." 

Jubilee pouts and sits down by the door. "This is _so_ unfair," she complains. 

As the remaining ears in the room hear the Blackbird take off from its base, Pinky jumps enthusiastically in his cage. "Go get 'em, X-Men!" he shouts. "Go get--" 

He looks over at his friend, who sits in the corner and sulks. "Something the matter, Brain?" 

"My aggravation at this sudden turn of events is two-fold, Pinky," Brain says. "Not only is that repugnant boor making footfalls into my territory, but he is doing so with an utterly contemptible lack of originality." 

Professor X turns a cocked brow at the sound of the mouse's words. "Is that so?" he says. 

"Why it practically screams plagiarism, Professor," Brain replies. "Tonight, my greatest invention yet would have reversed the flow of electricity from every circuit on the planet, leaving it in complete darkness, allowing me to seize control of governments and...do what that pathetic Floridian wants to do." 

"Cool," says Jubilee. "So like, why did you need Cyke's rims?" 

"The Electro-incapacitator emits a concussive beam of energy proportionate to the amount of electricity it alleviates--" 

"Because for every action, there is an equal and opposite reaction," says the professor, the light switch in his mind now firmly in the "on" position. "Tell me, where might we find the Electro- incapacitator?" 

"Oh, at Acme Labs, of course," says Pinky. "Zort!" 

"Acme Labs?" says Jubilee. "That spooky place outside of White Plains?" 

"That is the division, yes," says Brain. "Apparently, some woefully inadequate scientific experiments there required our presence." 

"Jubilee," says the Professor, "take these mice with you and take a Mini-jet out to the Acme Labs building in White Plains. I'll alert the X-Men of our plans." 

"You're letting me fly a Mini-jet?" says Jubilee. "Way cool!" 

"Yahoo!" says Pinky. "We're going to fight with the X-Men! Yippee...um, what exactly are we going to do, Professor?" 

"Same thing the X-Men do all the time, Pinky," Professor X replies, "try to save the world." 

Jubilee grabs the cage and takes off running, leaving the mice hanging onto one of the loose bars near its recently-created opening. "_Yaaaaaaaaa!!!_"

"Don't forget the ruby quartz, Jubilee," says the professor. 

"Oh, right," says Jubilee, opening up a drawer by the door and grabbing a pair of bright red glasses. "C'mon, boys, let's go kick some bad guy butt." 

"Egad, Brain, isn't this exciting?" says Pinky, still hanging from the open cage. 

"Words cannot express my current state of emotion," a frowning Brain replies.   


* * *

**PART FOUR - THE BATTLE  
**

The blackbird flies silently over the eastern seaboard, invisible to the radar scanners below. Its passengers continue to monitor the situation in southern Florida, and they can do nothing but wait and plan -- among other things. 

"They built _what_!?!??" says Cyclops. 

"It is a machine that can supposedly black out the entire globe," the professor replies through the communications screen on the control panel. "This Shockwave needs electrical power to build his strength, and this machine could effectively strip him of that source of power." 

"Thereby rendering him incapacitated," says Beast, scratching his chin in thought. "Fascinating." 

"Jubilee is accompanying the mice to the laboratory where the machine is located," continues the professor. "I will keep in touch with you all through Cerebro. Good luck, my X-Men." 

"Thanks, professor," replies Cyclops. "Give Jubilee our best. Cyclops out." 

"Just what kinda mice are these, anyway?" says Rogue. 

Wolverine stews in one of the rear seats. "I don't trust those two," he growls. 

"There, there, mon ami," says Gambit. "I'm sure Jubilee will keep our furry little friends in line, no?" 

"They better stay in line," Wolverine replies. "Anything happens to her, and they answer to me."   


The Mini-jet skids along the parking lot behind the Acme Labs building and screeches to a stop inches from a lamp post. "So what'd ya think, guys?" Jubilee says as she unbuckles herself from the cockpit. "Pretty cool ride, huh?" 

She looks behind her to see Pinky and the Brain in the back seat, their hands on their stomachs, their faces green and sickly, their tongues hanging out, their breaths heavy and a bit uneven. 

"C'mon guys, I wasn't _that_ bad a pilot," she says with a grin, carefully taking the mice in hand and heading for the main building. "You guys try to take over the world a lot?" 

"Only every night," says Pinky. "Narf!" 

"What did you guys do to Wolvie, anyway?" she continues. 

"I used a special powdered extract of mine which induces raucous laughter," Brain says, "then makes the victim forget what happened to him the few moments before the extract took effect. That way, nobody remembers who induced said laughter." 

"Sheesh," says Jubilee. "Good thing you guys don't work for Sinister or anything." 

"I'm sure I would find him less than resourceful," Brain replies. 

They reach the entrance to the Acme Labs building, noticing the small box with blinking lights on the right hand side of the door. "You may have to wait outside, Jubilee," says Brain. "We can get in through the mail slot, but you may not be able to get past the alarm system." 

Jubilee cocks an eyebrow at Brain, then points a finger from her free hand at the small box. Her small pyrotechnic blast causes the box to crackle and pop, allowing her to open the door silently and enter the building. 

"What alarm system?" she replies with a smirk.  


The Blackbird lands quietly on top of a skyscraper helipad two blocks from where the villain known as Shockwave rips away power lines without a care for the people scurrying beneath him. 

"There he is," says Cyclops. 

"By the goddess," says Storm. "He's getting bigger!" 

"Must be those power lines he's grabbin', no?" says Gambit. "Maybe you best be using somethin' else beside the lightning bolts, Stormy." 

"I would think that goes without saying," says Beast. 

"Jean," Cyclops continues, "see if you can reach him telepathically. Maybe we can try to reason with him." 

"Okay, Scott," replies Jean, who reaches out with her mind to the giant several blocks away, looking beyond the monster and, much to her surprise, finding a somewhat disturbed young man. 

_Tim?_

"Wha?" replies the giant, looking around for the voice. "Who was that?" 

_I'm a friend, Tim. I'd like to help you._

"I don't need any help!" Shockwave shouts in reply. "Get out of my head!" 

_Please, Tim. I know you're a mutant. I know you're hurting, you're scared. There are people like you, people who want to do something to..._

"Too little, too late, sister! Nobody ever cared for me before! Let's see if they care now!" 

Shockwave picks up a car as wide as his shoulders with both hands and tosses it into a condemned building. 

_Snikt!_ "Looks like it's the hard way, then." 

"Storm, take the point!" shouts Cyclops. "Jean, you and Rogue get us to street level. He's done enough damage for one night." 

As the rest of the X-Men follow Cyclops' lead and drop to the street below, Storm flies into the moonlit night sky toward Shockwave. 

"What's this?" he shouts. "Some superhero's come to try and stop me? Like that'll ever happen!" 

"It most certainly will," replies Storm. "Perhaps this gust of wind will convince you." 

A gale force of nature drops Shockwave with a thud onto his back. "Or perhaps this mist to cloud your eyes," Storm continues, lowering a fog around Shockwave's head. 

"Hey!" he shouts. "I can't see through this!" 

"That's the idea, bub," replies Wolverine. 

"Storm! The power lines," shouts Cyclops, pointing at the loose wires dangling onto the sidewalk, close to frightened spectators. 

"I got 'em, fearless leader!" shouts Rogue, who bullets through the air and grabs the first loose cable. 

"No, Rogue," shouts Beast. "Don't touch the second ca--" 

He is unable to finish his sentence as he watches his teammate take the second dangling wire in her hand, allow thousands of volts of electricity to flow through her body. 

"Oops," she struggles to say through her gritting teeth. 

An explosion to her left cuts a cable in two and drops her to the sidewalk. "Got to be careful around them wires, chere," says Gambit, lending a hand to help Rogue to her feet. "Even super-strong girls like you get all charged up, no?" 

"Thanks for the bailout, Remy," she replies. 

"Any time, chere," replies Gambit, kissing her gloved hand. 

"How touching," replies Shockwave, holding his fist in the air. "Kiss this!"  


"Jeez Louise, you guys built this thing?" says Jubilee, staring in near awe at the Electro-incapacitator. 

"Yes," says Brain. "This was going to be my ticket to world domination. Suddenly, it's become little more than a means to keep that option open to me." 

"Tsk. What_ever_," says Jubilee. "How do you run this thing?" 

"We can't use it until the ruby quartz is in place," says Brain. "Place the visor at the funnel end of the machine. I will set the machine to siphon all the energy from the entire eastern seaboard. That should disable our cretinous nemesis sufficiently." 

"Uh, Brain," says Pinky, holding the visor at various awkward angles against the funnel, "I don't think it fits." 

"Wait a minute," says Jubilee, who scurries around the lab, searching furiously through drawers and cabinets. "C'mon, c'mon, I know there's one around here somewhere." She finally opens the last drawer and pulls out a giant roll of duct tape. 

"_Yes!_" she yells triumphantly.   


"Hit him with everything you've got, people!" shouts Cyclops, firing his optic blasts at the giant. "Wolverine, Beast, try to get in close on him!" 

"_Stay away!_" Shockwave replies, pounding a fist into the ground and rattling the pavement enough to sweep several of the X-Men off their feet. "You're just like all the rest, ignoring me when I try to be good, then attacking me when I do something wrong. _No more!_" 

He reaches with his hands into the ground and pulls out a buried high-voltage power cable. "All I have to do is use enough electricity to build my mass, and I'll become _invincible_! And there's _nothing_ you can do to _stop_ me!!!"   


Jubilee rips away the roll of duct tape from the newly-secured glasses at the end of the machine. 

"Hit it!" she shouts. 

Brain flips a switch on the machine, which hums intensely as the lights around them shut down completely. The machine quickly siphons away power from New York, New Jersey, Pennsylvania, Maryland, Virginia, the Carolinas, and Georgia until its effects finally reach Florida, leaving Shockwave holding nothing but a thick black metal noodle in his hands. 

"No," he says. "You took the power away! _Noooooo_!!" 

"It appears Jubilee and the mice have fulfilled their end of the bargain," says Beast. 

"Then let's fulfill ours!" shouts Cyclops. "X-Men -- Attack!" 

Shockwave is immediately hit at all angles by optic blasts, telekinetic energy, kinetically-charged playing cards, powerful winds forcing the underground wire back underground, and the combined fists of Rogue, Beast and Wolverine. 

"Get away!" shouts Shockwave. "I'm shrinking!"

"Guys," says Jubilee in the lab, "this thing is, like, shaking." 

"We must leave it on!" shouts Brain. "Keep the duct tape secure, Pinky!" 

"Aye aye, Brain!" replies Pinky. As he smoothes out the loosening patches of tape holding the ruby quartz visor on the machine, The X-Men slowly but surely gain ground in their battle against Shockwave. 

"Lessee how you handle getting hit from a lady," says Rogue, who punches the shrinking mutant in the face. 

"Perhaps a simple lesson in humility will suffice," says Beast, tossing himself casually around Shockwave's body, looking for pressure points that might incapacitate him. Shockwave suddenly feels a sharp pain against his toe. 

"This little pinky went to market," says Wolverine, one claw buried into his opponent's big toe. "Want to know what happened to the one that stayed home?" _Snikt!_

"Get back!" Shockwave kicks Wolverine away, back toward the X- Men. "I've got you, Wolverine," says Storm, gently lowering him to the ground. 

"Much obliged as always, Storm," he replies. 

"Jeez, this thing is gonna blow!" shouts Jubilee, holding the violently shaking Electro-incapacitator at each end, hoping somehow to keep it together. Pinky continues to try at reattach the loose strips of duct tape. 

"Just a little bit longer!" shouts Brain. "We must stop that would-be world-beater from taking power!" 

"Why, so you can have your shot?" 

"Well...Yes!" replies Brain. 

_Jubilee, this is the Professor. The mutant called Shockwave has been neutralized. The X-Men have won the day._

"Finally!" Jubilee lets go of the machine, and immediately, the duct-taped visor flies in one direction and through a wall, while the Electro-incapacitator itself bounces down the table, lands once on top of Brain, then slides off the table and crashes into pieces on the ground, causing the lights to come back on around them. 

"Oh, blunder," says Brain, the stars circling his head.  


"Think they'll notice?" says Jubilee. 

"Nah," replies Wolverine. "We patched this hole in the wall up pretty good. Besides, these guys don't even notice what those mice are doin' here every night." 

"What about that Shockwave geek?" 

"He's going to get plenty of help," says Cyclops, "both with his mutant power and his psychological trauma." 

"I could've been all the help he needed," grumbles Wolverine. 

"With help like yours, Logan," Cyclops replies, "he'd probably just get worse." 

Jean walks up to Pinky and The Brain, who are safe at home in their Acme Labs cage. Brain's head is tightly bandaged. "Well," Jean says to the mice, "looks we owe you guys one for helping us out tonight." 

"Thanks, Jean," Pinky replies enthusiastically. "Think we can do this again sometime?" 

"I doubt it," Jean replies. "We X-Men do a lot of dangerous work every day, so you'd probably be better off here. Thanks for a fun evening, though." 

Jean smiles back at the mice, then suddenly begins to speak telepathically to Pinky. _And I'll come by and visit every once in a while. That sound good?_

Pinky nods. Brain cocks his eyebrow at him. 

_Do me a favor, though,_ Jean continues, gesturing with her eyes toward Brain. _Keep an eye on your friend for us. He looks like he could be trouble._

"I heard that," says Brain. 

_Sure, you did,_ Jean replies with a grin. 

The X-Men exit the building and take off in the Blackbird back to the mansion, leaving the mice exactly where they were when the evening began. "Oh, Brain, wasn't tonight so much fun?" says Pinky. "We got to save the world with the X-Men! How many laboratory mice can say that? Zort!" 

"Yes," Brain replies, stoic yet agitated as he stands at the edge of the cage, "I suppose we succeeded in something. We gave ourselves the chance to come up with a better plan for tomorrow night." 

"Why, Brain?" says Pinky. "What are we going to do tomorrow night?" 

"The same thing we do every night, Pinky," Brain replies, "**Try to take over the world!**" 

_Do you think he'll ever succeed, Pinky?_

_I sure hope not, Jean. If he does, we'll be out of a job._

"I heard that," says Brain. 

_Poit!  
_

**THE END  
**

* * *


End file.
